Digital Content License Agreement
Last Updated: Jan. 24, 2023
By acquiring digital artwork (“Digital Content”), you have acquired from CM Canada Holdings, Inc. (“CM”) a license to use the Digital Content in accordance with the terms and conditions of this Agreement. By accessing Digital Content you agree to use it solely as provided in this Agreement and to comply with all of the terms and conditions of this Agreement.
This Agreement and performance under this Agreement will in all respects be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of laws principles or provisions. Any claim, legal proceeding or litigation arising in connection with this Agreement, the License or the Digital Content will be brought solely in the provincial or federal courts located in the Province of Ontario, and you expressly consent to the jurisdiction of such courts.
CM grants to you a non-exclusive, non-assignable, non-transferable, non-sublicenseable, non-commercial, personal license to use Digital Content solely for your private and personal use (the “License”). CM has the right to determine, in its sole discretion, whether a use of the Digital Contentis for private and personal purposes. Any use of Digital Content other than for private and personal purposes is strictly prohibited.
You acknowledge that the Digital Content belongs to CM or its Licensor or Licensors, and that CM or its Licensor or Licensors retain all right, title and interest in and to the Digital Content not expressly granted under this Agreement, including, without limitation, all copyrights.
If any alteration or modification of the Digital Content constitutes a derivative work, you acknowledge and agree that you made such derivative work for CM and/or its Licensor or Licensors and that all rights associated with such derivative work will be owned solely by CM and/or its Licensor or Licensors. In addition, to the extent that any rights to any derivative work are not automatically deemed to be owned by CM and/or its Licensors, you hereby assign and transfer to CM and/or its Licensor or Licensors all right, title and interest in such derivative work.
CM and its licensors will not be liable for damages of any kind, including general, direct, special, incidental and consequential damages, resulting from or arising out of your possession or use of the Digital Content (including data loss or corruption), regardless of whether such liability is based in tort, contract or otherwise. If the foregoing limitation is held to be unenforceable, the maximum liability to you will not exceed the amount of the license fees paid by you for the Digital Content.
The law of some jurisdiction do not permit some warranty disclaimers or limitation of liability. You may have other rights that vary by jurisdiction.
ALL DIGITAL CONTENT IS PROVIDED “AS IS” AND CM MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. THE ENTIRE RISK OF YOUR USE OF THE DIGITAL CONTENT IS WITH YOU.
Last Updated: Jan. 24, 2023
We may revise these Digital Terms from time to time by posting a revised version. YOUR CONTINUED USE OF ANY OF OUR SITE AFTER WE POST ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND REVIEWED THESE DIGITAL TERMS IN THEIR ENTIRETY AND THAT THEY CONSTITUTE BINDING AND ENFORCEABLE OBLIGATIONS ON YOU.
- MATERIALS SUBMITTED BY YOU AND USE OF OUR SITE
Any User Materials submitted by you and your use of our Site are subject to the following terms and conditions:
- You will retain ownership of all User Materials. When you place an order for Products, we will prepare, manipulate (if necessary) and transmit the User Materials for production, packaging and shipment.
- Although you retain ownership of User Materials, any template or layout in which you arrange or organize User Materials through tools and features made available through our Site are not proprietary to you, and the rights to such template or layout will remain with us.
- You represent and warrant that you own or otherwise possess all necessary rights with respect to the User Materials, and that the User Materials do not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trademark, trade secret right or other intellectual property or other property right of any third party, and that the User Materials are not unlawful, fraudulent, threatening, abusive, hateful, libellous, defamatory, obscene, confusingly similar to brands or branded products sold by others or otherwise objectionable. We have the sole discretion, but not the obligation, to remove any User Materials that violate these Digital Terms. We shall have no liability to you in the event we undertake such action.
- While we are not obligated to review User Materials for copyright or trademark infringement, we are committed to protecting copyrights and trademarks and expect users of our site to do the same. The Digital Millennium Copyright Act of 1998 (the “DCMA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. In appropriate circumstances, we may terminate the accounts of users who are repeat infringers or who are repeatedly charged with infringement.
- You consent to the use of your likeness, and you have obtained the written consent of every identifiable individual who appears in User Materials to use such individual’s likeness, for purposes of using and otherwise exploiting the User Materials in the manner contemplated by these Digital Terms. You agree, upon our request, to provide us with a copy of the consents from such individuals or from the parentor guardian if any such individual is a minor.
- You agree that we may forward User Materials to any third party as required to produce the Products, to enforce these Digital Terms or to comply with any legal obligations or governmental requests.
- You agree to indemnify and hold us, our directors, officers, shareholders, employees, contractors, agents, representatives and third-party service providers harmless from and against any and all claims, causes of action, liabilities, damages, losses, expenses and costs (including, without limitation, attorneys’ fees) that arise directly or indirectly out of or from your violation of these Digital Terms.
- We are not responsible for, and will have no liability for, the loss of any User Materials fromour Site.
- We have the right, at any time and in our sole discretion, to block links to our Site through technological or other means without prior notice.
- The technology and software underlying this service are our property or that of our third-party service provider. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense or otherwise transfer any right in this software. Any rights not expressly granted herein are reserved by us.
- We reserve the right to refuse to print any Products that violate these Digital Terms orotherwise contain User Materials that we determine, in our sole discretion, are in violation of our company mission.
- PROPRIETARY RIGHTS
All design content (the “Content”) on the Site, including text, graphics and templates intended to facilitate the arrangement of User Materials in the Products and all associated intellectual property rights, are our property or that of our licensors. All rights are reserved except as provided herein. We hereby grant to you a non-exclusive, non-assignable, non-transferable, non-sublicensable, non-commercial, personal license to use Content solely for your private and personal use. We have the right to determine, in our sole discretion, whether a use of the Digital Content is for private and personal purposes. If any alteration or modification of the Content constitutes a derivative work, you acknowledge and agree that you made such derivative work for us or our Licensor and you hereby assign and transfer all such rights to us or our licensor.